Merz Pharma Group today announced the successful completion of the $5.45 per share cash tender offer for all outstanding shares of BioForm Medical, Inc. (Nasdaq: BFRM) made by Merz GmbH & Co. KGaA (“Merz”) and its acquisition subsidiary. The tender offer expired at 12:00 midnight, Eastern Standard Time, on February 12, 2010.
Based on final information from the depositary for the tender offer, 44,706,581 shares (including 7,103,759 shares subject to guaranteed delivery procedures), representing over 94 percent of the outstanding shares of common stock of BioForm Medical were validly tendered and not withdrawn prior to the expiration of the tender offer. All such shares have been accepted for payment in accordance with the terms of the tender offer.
Merz also announced today that it has commenced a subsequent offering period of its tender offer to acquire the remaining untendered shares of BioForm Medical common stock during the three trading day period within which shares tendered pursuant to the guaranteed delivery procedure must be delivered to the depositary.
The subsequent offering period will expire at 12:00 midnight, Eastern Standard Time, on Thursday, February 18, unless extended. During the subsequent offering period, holders of untendered shares of BioForm Medical common stock may tender such shares into the tender offer, and Merz’s acquisition subsidiary, Vine Acquisition Corp. will immediately accept for payment and promptly pay for each share properly tendered $5.45, net to the seller in cash, without interest thereon and less any required tax withholding, which is the same per share consideration paid in the initial offering period of the tender offer. Procedures for tendering shares during the subsequent offering period are the same as during the initial offering period, except that: (1) shares cannot be tendered by the guaranteed delivery procedures; and (2) shares tendered during the subsequent offering period may not be withdrawn. In addition, shares validly tendered during the initial offering period may not be withdrawn during the subsequent offering period.
If shares representing in the aggregate 90 percent or more of the outstanding shares of common stock of BioForm Medical have been properly tendered and accepted for payment pursuant to the tender offer, following the expiration of the subsequent offering period, as it may be extended, Merz will promptly thereafter cause Vine Acquisition Corp. to merge with and into BioForm Medical. In this second-step “short-form” merger, any remaining shares of BioForm Medical not tendered in the offer (other than shares held by Merz or BioForm Medical or by stockholders of BioForm Medical who properly exercise appraisal rights under Delaware law) will be converted into the right to receive the same $5.45 per share cash consideration, without interest thereon and less any required tax withholding, paid to BioForm Medical shareholders in the offer.